UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: August 2024
Commission File Number: 001-39557
Siyata Mobile Inc.
(Translation of registrant’s name into English)
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐
Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Completion of offering common shares and pre-funded
warrants
On August 13, 2024, Siyata Mobile Inc., (the “Company”
or “we”), entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain institutional investors
named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best efforts offering (the
“Offering”): (i) 80,000 of the Company’s common shares, no par value per share (the “Common Shares”) at
a purchase price of $1.70 per Common Share, and (ii) 2,272,940 pre-funded warrants (“Pre-Funded Warrants”) to purchase Common
Shares, at a purchase price of $1.69 per Pre-Funded Warrant, exercisable at an exercise price of $0.01 per share. The Purchase Agreement
contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights
and obligations of the parties. The Offering closed on August 15, 2024.
The Company offered Pre-Funded Warrants to those
Purchasers whose purchase of Common Shares in the Offering would have resulted in the Purchaser, together with its affiliates and certain
related parties, beneficially owning more than 4.99% (or at the election of the Purchaser, 9.99%) of our Common Shares immediately following
the consummation of the Offering in lieu of the Common Shares that would otherwise result in ownership in excess of 4.99% (or at the election
of the purchaser, 9.99%) of the outstanding Common Shares of the Company. The Pre-Funded Warrants may be exercised commencing on the issuance
date and do not expire. The Pre-Funded Warrants are exercisable for cash; provided, however that they may be exercised on a cashless exercise
basis if, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the
issuance or resale of the Common Shares issuable upon exercise of the Pre-Funded Warrants. The exercise of the Pre-Funded Warrants will
be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants,
its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would
hold 4.99% (or, upon election of a Purchaser prior to the issuance of any shares, 9.99%) of the number of Common Shares outstanding immediately
after giving effect to the issuance of Common Shares issuable upon exercise of the Pre-Funded Warrant held by the applicable holder, provided
that the holder may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 60 days advance notice to
the Company, which 60 day period cannot be waived.
The Common Shares, the Pre-Funded Warrants and
the Common Shares issuable upon exercise of the Pre-Funded Warrants were offered pursuant to a registration statement on Form F-1 (File
No. 333-281218), as filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2024, as amended, and
was declared effective on August 13, 2024 (the “Registration Statement”).
Spartan Capital Securities, LLC acted as the sole
placement agent (“Placement Agent”) in the Offering pursuant to a Placement Agency Agreement dated August 13, 2024 by and
between the Company and the Placement Agent. The Placement Agency Agreement contains customary conditions to closing, representations
and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and
ongoing covenants for the Company.
The Offering resulted in gross proceeds to the
Company of approximately $3.99 million, before deducing placement agent fees and commissions and other offering expenses, and excluding
proceeds to the Company, if any, that may result from the future exercise of the Pre-Funded Warrants issued in the Offering. As compensation
to the Placement Agent, as the exclusive placement agent in connection with the Offering, the Company paid to the Placement Agent a cash
fee of 2.0% of the aggregate gross proceeds raised in the Offering and reimbursement of up to $150,000 for reasonable and documented fees
and expenses of legal counsel and other actual out-of-pocket expenses.
On August 14, 2024, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Report of Foreign Private
Issuer on Form 6-K (the “Report”) and is incorporated by reference herein. Subsequently, on August 15, 2024, the Company issued
a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Report and is
incorporated by reference herein.
The foregoing summaries of the Purchase Agreement,
Placement Agency Agreement and the Pre-Funded Warrant do not purport to be complete and are subject to, and qualified in their entirety
by, such documents attached as Exhibits 10.1, 1.1, and 4.1, respectively, to this Report. The description of the terms of the Purchase
Agreement, Placement Agency Agreement and the Pre-Funded Warrant are qualified in their entirety by reference to such exhibits.
EXHIBIT
INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 16, 2024 |
SIYATA MOBILE INC. |
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By: |
/s/ Marc Seelenfreund |
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Name: |
Marc Seelenfreund |
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Title: |
Chief Executive Officer |
2
Exhibit 1.1
August 13, 2024
Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s Cross
Surrey, British Columbia V3W 1N6
Canada
Attention: Marc Seelenfreund, Chief Executive
Officer
Ladies and Gentlemen:
This letter
agreement (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement
Agent”) and Siyata Mobile Inc., a company incorporated under the law of the Province of British Columbia, Canada (the “Company”),
pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of common shares of the Company, no par value per
share (“Common Shares”) and/or pre-funded warrants to purchase Common Shares (“Pre-Funded Warrants”,
and together with the Common Shares, the “Securities”). The terms of the Placement shall be mutually agreed upon by
the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing
herein provides or contemplates that the Placement Agent would have the power or authority to bind the Company or any Purchaser or obligates
the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined below), shall be
collectively referred to herein as the “Transaction Documents”. The date of the closing of the Placement shall be referred
to herein as the “Closing Date”. The Company expressly acknowledges and agrees that the obligations of the Placement
Agent hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment
by the Placement Agent to purchase any Securities and does not ensure the successful placement of any Securities or the success of the
Placement Agent with respect to securing any other financing on behalf of the Company. Following the prior written consent of the Company,
the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the
Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (each a “Purchase
Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company and the Placement Agent. Capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any
Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during normal business hours to answer
inquiries from prospective Purchasers.
SECTION 1. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY. Each of the representations and warranties (together with any related disclosure schedules
thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated
herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent.
A. Representations
and Warranties and the Company. In addition to the foregoing, the Company represents and warrants to the Placement Agent as follows:
1. The Company has prepared
and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1
(File No. 333-281218), and amendments thereto, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective
on August 13, 2024. Such registration statement as amended, including the exhibits thereto, as of the date of this Agreement, is hereinafter
called the “Registration Statement”. Any reference in this Agreement to the Registration Statement shall each be deemed
to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) on or before
the date of this Agreement; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement shall be deemed to refer to and include the filing of any document under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), after the date of this Agreement, deemed to be incorporated therein by
reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included,” “described,” “referenced,” “set forth” or “stated” in the Registration
Statement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in the Registration Statement. No stop order suspending the effectiveness
of the Registration Statement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission. For purposes of this Agreement, the “Time of Sale Prospectus” means the
preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including
any documents incorporated by reference therein.
2. The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Rules
and Regulations”) and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Incorporated
Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the
applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents
incorporated by reference in the Registration Statement), in the light of the circumstances under which they were made not misleading;
and any further documents so filed and incorporated by reference in the Registration Statement, when such documents are filed with the
Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as
applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration
Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental
change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with
the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities
Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the
Registration Statement and Time of Sale Prospectus or to be filed as exhibits or schedules to the Registration Statement, which (x) have
not been described or filed as required or (y) will not be filed within the requisite time period.
3. Neither the Company nor
any of its directors and officers has distributed, and none of them will distribute, prior to the Closing Date, any offering material
in connection with the offering and sale of the Securities other than the Time of Sale Prospectus.
4. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement, the Registration Statement
and the Time of Sale Prospectus and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary action on the part of the Company and no further action is required by the Company, the Company’s Board of Directors
(the “Board of Directors”) or the Company’s shareholders in connection therewith other than in connection with
the Required Approvals (as defined in the Purchase Agreements). This Agreement has been duly authorized and executed by the Company and,
when duly executed by the Placement Agent and delivered in accordance with the terms hereof, will constitute the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
5. The execution, delivery
and performance by the Company of this Agreement and the transactions contemplated pursuant to the Registration Statement and the Time
of Sale Prospectus, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
to which it is a party do not and will not (i) conflict with or violate any provision of the certificate or articles of incorporation,
bylaws or other organizational or charter documents of the Company or any of its subsidiaries; (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or
subsidiary debt or otherwise) or other understanding to which the Company or any subsidiary is a party or by which any property or asset
of the Company or any subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect (as defined in the Purchase Agreements).
6. Any certificate signed
by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed to be a representation
and warranty by the Company to the Placement Agent as to the matters set forth therein.
7. The Company acknowledges
that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents
to such reliance.
8. No forward-looking statements
(within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement
or the Time of Sale Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
9. Any statistical, industry-related
and market-related data included or incorporated by reference in the Registration Statement or Time of Sale Prospectus, are based on or
derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the
sources from which they are derived.
10. Except as set forth in
the Registration Statement and the Time of Sale Prospectus, no brokerage or finder’s fees or commissions are or will be payable
by the Company, any subsidiary or affiliate of the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other person with respect to the transactions contemplated by the Purchase Agreements. There are no other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Placement
Agent’s compensation, as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”). Other than
payments to the Placement Agent for this Placement, the Company has not made and has no agreements, arrangements or understanding to make
any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to
the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating Member”);
or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the 180-day
period preceding the initial filing of the Registration Statement through the 60-day period after the effective date of the Registration
Statement. None of the net proceeds of the Placement will be paid by the Company to any Participating Member or its affiliates, except
as specifically authorized herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the
Company’s Common Shares or Common Share Equivalents has any direct or indirect affiliation or association with any Participating
Member in the Placement. Except for securities purchased on the open market, no Company affiliate is an owner of stock or other securities
of any Participating Member. No affiliate of the Company has made a loan to any Participating Member. No proceeds from the sale of the
Securities (excluding placement agent compensation as disclosed in the Registration Statement and the Time of Sale Prospectus) will be
paid to any Participating Member, any persons associated with a Participating Member or an affiliate of a Participating Member. Except
as disclosed in the Registration Statement or the Time of Sale Prospectus, the Company has not issued any warrants or other securities
or granted any options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the
Registration Statement. Except for securities issued to the Placement Agent as disclosed in the Registration Statement and the Time of
Sale Prospectus, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial
filing date of the Registration Statement with the Commission is a Participating Member, is a person associated with a Participating Member
or is an affiliate of a Participating Member. No Participating Member in the Placement has a conflict of interest with the Company. For
this purpose, a “conflict of interest” exists when a Participating Member, the parent or affiliate of a Participating Member
or any person associated with a Participating Member in the aggregate beneficially own 5% or more of the Company’s outstanding subordinated
debt or common equity, or 5% or more of the Company’s preferred equity. “FINRA member participating in the Placement”
includes any associated person of a Participating Member in the Placement, any member of such associated person’s immediate family
and any affiliate of a Participating Member in the Placement. When used in this Section 1.A.10 the term “affiliate
of a FINRA member” or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common
control with a FINRA member. The Company will advise the Placement Agent and its counsel if it learns that any officer, director or owner
of 10% or more of the Company’s outstanding Common Shares or Common Share Equivalents is or becomes an affiliate or associated person
of a Participating Member.
11. The Board of Directors
is comprised of the persons set forth under the heading of the Registration Statement captioned “Management and Board of Directors.”
The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market (as defined below). In
addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the
rules of the Trading Market.
12. To the Company’s
knowledge, all information contained in the questionnaires most recently completed by each of the Company’s directors and officers
is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed
in such questionnaires become inaccurate and incorrect.
B. Covenants of the
Company.
1. The Company has delivered,
or will as promptly as practicable deliver, to the Placement Agent materially complete conformed copies of the Registration Statement
and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement
(without exhibits), the Time of Sale Prospectus, as amended or supplemented, in such quantities and at such places as the Placement Agent
reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior
to each Closing Date, any offering material in connection with the offering and sale of the Securities pursuant to the Placement other
than the Registration Statement, the Time of Sale Prospectus, copies of the documents incorporated by reference therein and any other
materials permitted by the Securities Act.
2. The Purchase Agreements
as in effect on the date hereof may not be amended or waived without the prior written consent of the Placement Agent.
3. The Company covenants that
it will not, unless it obtains the prior written consent of the Placement Agent, make any offer relating to the Securities that would
constitute a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in
Rule 405 of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the
Securities Act. In the event that the Placement Agent expressly consents in writing to any such free writing prospectus (a “Permitted
Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free
Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free
Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
4. The Company will maintain,
at its expense, a registrar and transfer agent for its Common Shares.
SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a
member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer
under the law of the States applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a company
entity validly existing under the law of its place of organization, and (v) has full power and authority to enter into and perform its
obligations under this Agreement. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement
hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.
SECTION
3. COMPENSATION AND EXPENSES. In consideration of the services to be provided b the Placement Agent hereunder, the
Company shall pay to the Placement Agent the following compensation with respect to the Securities which they are placing:
A. A
cash fee equal to an aggregate of two percent (2.0%) of the aggregate gross proceeds raised in the Placement (the “Cash Fee”).
The Cash Fee shall be paid at the Closing of the Placement.
B. The
Company will be responsible for and will pay all expenses relating to the Placement, including, without limitation, (a) all filing fees
and expenses relating to the registration of the securities with the Commission; (b) all fees and expenses relating to the listing of
the securities on a national exchange, if applicable; (c) all filing fees and communication expenses associated with the review of the
Placement by FINRA (d) all fees, expenses and disbursements relating to the registration or qualification of the securities under the
“blue sky” securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including,
without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky”
counsel, which will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s
proposed listing on a national exchange, if applicable; (e) all fees, expenses and disbursements relating to the registration, qualification
or exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate;
(f) the costs of all mailing and printing of the Placement documents; and (g) the fees and expenses of the Company’s accountants;
(h) a maximum of $150,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements
for counsel to the Placement Agent. The Company shall be responsible for the Placement Agent’s external counsel legal costs detailed
in this Section regardless of whether the Placement is consummated; and (i) closing costs, which shall also include the reimbursement
of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, which closing costs shall not exceed $15,000. The Placement
Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date the expenses set forth herein to be
paid by the Company to the Underwriters.
C. The
Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will
not, for a period of 40 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement
with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than
entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described
in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities,
in cash or otherwise.
D. Whether
or not the Placement Agent consummates the Placement as contemplated by this Agreement, the Placement Agent shall be entitled to a cash
fee equal to two percent (2.0%) of the gross proceeds received by the Company from the sale of the Securities to any investor actually
introduced by Placement Agent to the Company during the Engagement Period (the “Tail Financing”), and such Tail Financing
is consummated at any time during the twelve (12) month period following the expiration of the Engagement Period, provided that such financing
is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation.
The Placement Agent will provide the Company a list of all parties introduced to the Company. “Notwithstanding the forgoing, if
this Agreement is terminated for cause, no fee shall be payable by the Company under this Section 3.D. and the Company shall have no obligation
under this Section 3.D., as provided in FINRA Rule 5110(g)(5)(B).”
E. The
Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event
at a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation hereunder is in excess
of the rules of FINRA or that the terms thereof require adjustment..
SECTION 4. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Exhibit A, the provisions of which are incorporated herein by reference and shall survive the termination or expiration
of this Agreement.
SECTION 5. ENGAGEMENT
TERM. The term of the Placement Agent’s engagement hereunder shall be through July 15, 2025 (such date, the “Termination
Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”);
provided, however, that either party may terminate this Agreement at any time upon ten (10) days’ written notice to the other party,
effective upon receipt of such notice by the other party. Notwithstanding anything to the contrary contained herein, the provisions concerning
the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, expense reimbursement pursuant to Section
3 hereof and the provisions concerning Tail Financings, confidentiality, indemnification and contribution contained herein and the Company’s
obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement
is terminated prior to the completion of the Placement, all fees and expense reimbursement due to the Placement Agent shall be paid by
the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination
Date). “Notwithstanding the forgoing, if this Agreement is terminated for cause, no fee shall be payable by the Company under this
Section 5 and the Company shall have no obligation under this Section 5, as provided in FINRA Rule 5110(g)(5)(B).”
SECTION 6. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without such Placement Agent’s prior written consent.
SECTION 7. NO
FIDUCIARY RELATIONSHIP. The Company acknowledges and agrees that the Placement Agent is nor shall the Placement Agent be construed
as a fiduciary of the Company and the Placement Agent shall have any duties or liabilities to the equity holders or the creditors of
the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby
expressly waived.
SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement,
to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the
Company of their obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed to
and acknowledged and waived by the Placement Agent by the Company:
A. No stop order suspending
the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or
threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the Registration
Statement or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. Any filings required to be
made by the Company in connection with the Placement shall have been timely filed with the Commission.
B. The Placement Agent shall
not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement
thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel for the Placement Agent, is material or omits
to state any fact which, in the reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading and was not remedied prior to the Closing Date by the filing of an amendment to the Registration
Statement.
C. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities,
the Registration Statement and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents
and information that they may reasonably request to enable them to pass upon such matters.
D. The Placement Agent shall
have received on the Closing Date, the favorable opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company as to the law of
the State of New York and the federal law of the United States of America, dated the Closing Date, including, without limitation, a negative
assurance letter, in each case, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.
E. The Placement Agent shall
have received on each Closing Date, the favorable opinion of CC Corporate Counsel Professional Corporation, counsel to the Company as
to the law of the Province of British Columbi and the federal law of Canada, dated the Closing Date, addressed to the Placement Agent
and in form and substance satisfactory to the Placement Agent.
F. On date of this Agreement,
the Placement Agent shall have received a “comfort” letter from Brazily & Co. (the
“Auditor”) dated the date of this Agreement, addressed to the Placement Agent and in form and substance satisfactory
in all respects to the Placement Agent and counsel to the Placement Agent.
G. On the Closing Date, the
Placement Agent shall have received from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms
the statements made in the letter delivered pursuant to Section 8.F hereof.
H. The Placement Agent shall
have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent and its counsel.
I. On the Closing Date, the
Placement Agent shall have received a certificate of the Chief Financial Officer of the Company, dated, as applicable, as of the date
of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties
of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes
as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts
existing at a time prior to the applicable Closing Date and as set forth on any related disclosure schedules thereto, and that, as of
the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed in all material
respects. Such officer shall also provide a customary certification as to such accounting or financial matters that are included or incorporated
by reference in the Registration Statement that Sadler is unable to provide assurances on in the letter contemplated by Section
8.F above.
J. On the Closing Date, the
Placement Agent shall have received a certificate of the Secretary of the Company, dated the Closing Date, certifying to the organizational
documents, good standing in the jurisdiction of incorporation of the Company and board resolutions relating to the Placement of the Securities
from the Company.
K. Neither the Company nor any
of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated by reference
in the Registration Statement any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity,
whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set
forth in or contemplated by the Registration Statement, or (ii) since such date there shall not have been any change in the capital stock
or long-term debt of the Company or any of its subsidiaries or any material change, or any development involving a prospective material
change, in or affecting the business, general affairs, management, financial position, shareholders’ equity, results of operations
or prospects of the Company and its subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, and (iii)
since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body regarding
the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the judgment of the Placement Agent,
so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms
and in the manner contemplated by the Registration Statement and the Time of Sale Prospectus.
L. The Common Shares shall be
registered under the Exchange Act and, as the Closing Date, the Common Shares shall be listed and admitted and authorized for trading
on The Nasdaq Capital Market (the “Trading Market”). The Company shall have taken no action designed to, or likely
to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting or suspending from trading
from the Trading Market, nor, except as disclosed in the Registration Statement and the Time of Sale Prospectus, shall the Company have
received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing.
M. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,
as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or
state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities
or materially and adversely affect or potentially and adversely affect the business or operations of the Company.
N. The Company shall have prepared
and filed with the Commission a Report of Foreign Private Issuer on Form 6-K with respect to the Placement, including this Agreement as
an exhibit thereto.
O. The Company shall have entered
into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect and shall contain representations,
warranties and covenants of the Company as agreed between the Company and the Purchasers.
P. On or before the date of
this Agreement, the Placement Agent shall have received clearance from FINRA as to the amount of compensation allowable or payable to
the Placement hereunder.
Q. Prior to the Closing Date,
the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may
reasonably request.
If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to the Placement Agent’s counsel pursuant to this Section
8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to the Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be terminated by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such termination shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.
SECTION 9. GOVERNING
LAW / VENUE. This Agreement will be governed by, and construed in accordance with, the law of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written
consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns. Any dispute arising under this Agreement may be brought in FINRA arbitration in New York, NY. Each
party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
SECTION 10. WAIVER
OF TRIAL BY JURY. Each of the parties waives any right to trial by jury with respect to any dispute arising under or relating
to this Agreement or any transaction or conduct in connection herewith.
SECTION 11. ENTIRE
AGREEMENT. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof.
SECTION 12. ENFORCEABILITY.
If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such
provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may
not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company.
SECTION 13. SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations, warranties, agreements and covenants contained herein shall survive
the closing of the Placement and delivery of the Securities.
SECTION 14. THIRD
PARTY BENEFICIARIES. This Agreement does not create and shall not be construed as creating rights enforceable by any person or entity
not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof.
SECTION 15. EXECUTION
IN COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
SECTION 16. HEADINGS.
The headings of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope
or substance of any section of this Agreement.
SECTION 17. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required
by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other
than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives
(as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed
by such Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information”
shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by
the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the Placement.
The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other
than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available
to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a Placement Agent
or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently
developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company.
The term “Representatives” shall mean with respect to the Placement Agent, such Placement Agent’s directors, board
committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier
of (a) the date that the Confidential Information ceases to be confidential and (b) two years from the date hereof. Notwithstanding any
of the foregoing, in the event that the Placement Agent or any of its Representatives are required by Legal Requirement to disclose any
of the Confidential Information, such Placement Agent and its Representatives will furnish only that portion of the Confidential Information
which such Placement Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel,
and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information
so disclosed.
SECTION 18. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address
specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is sent to the email address on the signature pages hereto on a day that
is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date
of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice
is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.
SECTION 19. Press
AnnouncementS. The Company agrees that the Placement Agent shall, from and after the Closing,
have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s
marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its
own expense.
[Signature
page follows]
Please confirm that the foregoing
correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.
| |
Very truly yours, |
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SPARTAN CAPITAL SECURITIES, LLC |
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|
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By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
| |
Address for notice: |
| |
45 Broadway, 19th Floor |
| |
New York, NY 10006 |
| |
Attention: Kim Monchik |
| |
Chief Administrative Officer |
| |
Email: kmonchik@spartancapital.com |
| Accepted and Agreed to as of |
|
| the date first written above: |
|
| |
|
| SIYATA MOBILE INC. |
|
| |
|
| By: |
|
|
| Name: |
Marc Seelenfreund |
|
| Title: |
Chief Executive Officer |
|
| |
|
| Address for notice: |
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| 7404 King George Blvd., Suite 200, King’s Cross |
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| Surrey, British Columbia V3W 1N6, Canada |
|
| Canada |
|
EXHIBIT A
INDEMNIFICATION PROVISIONS
1. To
the extent permitted by law, the Company will indemnify the Placement Agent and its respective affiliates, directors, officers, employees
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and
expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the
Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in
a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from such Placement Agent’s willful
misconduct or gross negligence in performing the services described herein, as the case may be.
2. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which such
Placement Agent is entitled to indemnity hereunder, such Placement Agent will notify the Company in writing of such claim or of the commencement
of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to such Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement
Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for
such Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for
the same counsel to represent both the Company and such Placement Agent. In such event, the reasonable fees and disbursements of no more
than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent,
which will not be unreasonably withheld.
3. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless, then
the Company shall contribute to the amount paid or payable by such Placement Agent, as the case may be, as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand, and such Placement Agent on the other, but also the relative fault of the Company on the one hand and such Placement Agent on the
other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid
or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or
other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof,
no Placement Agent’s share of the liability hereunder shall be in excess of the amount of fees actually received, or to be received,
by such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by such Placement Agent).
5. These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed
and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to
any indemnified party under the Agreement or otherwise.
A-1
Exhibit 99.1
N E W S R E L E A S E
Siyata
Mobile Inc. Announces Pricing of approx. $4 Million Public Offering of Common Shares and Pre-Funded Warrants
Vancouver, BC – August 14, 2024 - Siyata
Mobile Inc. (Nasdaq: SYTA) (Nasdaq: SYTAW) (“Siyata” or the “Company”), a global developer and vendor of Push-to-Talk
over Cellular (PoC) handsets and accessories, announces the pricing of its public offering of approx. $4 million of common shares, and/or
pre-funded warrants to purchase common shares at a public offering price of $1.70 per share (minus $0.01 per pre-funded warrant). The
Company intends to use the proceeds of the offering for working capital, general corporate purposes, and payments to a third-party marketing
agency for services related to marketing and advertising.
Spartan Capital Securities, LLC is acting as the
sole placement agent in connection with the offering.
The offering is expected to close on August 15,
2024, subject to customary closing conditions. The offering is being conducted pursuant to the Company’s registration statement on Form
F-1, as amended (File No. 333-281218), initially filed with the Securities and Exchange Commission (the “SEC”) on August 2,
2024, and subsequently declared effective by the SEC on August 13, 2024. A final prospectus relating to the offering will be filed with
the SEC and will be available on the SEC’s website at https://www.sec.gov/. Copies of the final prospectus relating to this offering
may be obtained from Spartan Capital Securities, LLC, at 45 Broadway, 19th Floor, New York, NY 10006.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Siyata Mobile
Siyata Mobile Inc.
is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT
handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of
choice, to increase situational awareness and save lives. Police, fire and ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories today.
In support of our Push-to-Talk
handsets and accessories, Siyata also offers enterprise-grade In-Vehicle solutions and Cellular Booster systems enabling our customers
to communicate effectively when they are in their vehicles, and even in areas where the cellular signal is weak.
Siyata sells its portfolio
through leading North American cellular carriers, and through international cellular carriers and distributors.
Siyata’s common shares
trade on the Nasdaq under the symbol “SYTA”, and our publicly traded warrants trade on the Nasdaq under the symbol “SYTAW”.
Visit https://siyata.net
and unidencellular.com to learn more.
Investor Relations
(Canada):
Kin Communications
1-866-684-6730
SYTA@kincommunications.com
Investor Relations
(United States):
Brett Maas
Hayden IR
SYTA@Haydenir.com
646-536-7331
Siyata Mobile Corporate:
Glenn Kennedy, VP of International Sales
Siyata Mobile Inc.
glenn@siyata.net
Forward Looking
Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking
statements. Because such statements deal with future events and are based on Siyata’s current expectations, they are subject to various
risks and uncertainties, and actual results, performance, or achievements of Siyata could differ materially from those described in or
implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject
to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Siyata’s filings with the Securities
and Exchange Commission (“SEC”) and in subsequent filings with the SEC. Except as otherwise required by law, Siyata undertakes
no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. References and links to websites and social media have been provided as a
convenience, and the information contained on such websites or social media is not incorporated by reference into this press release.
Exhibit 99.2
N E W S R E L E A S E
Siyata
Mobile Announces Closing of approximately $4.0 Million Public Offering of Common Shares and Pre-Funded Warrants
Vancouver, BC – August 15, 2024 - Siyata
Mobile Inc. (Nasdaq: SYTA) (Nasdaq: SYTAW) (“Siyata” or the “Company”), a global developer and vendor of Push-to-Talk
over Cellular (PoC) handsets and accessories, today announced the closing of its previously announced public offering of approximately
$4.0 million of common shares, and pre-funded warrants to purchase common shares at a public offering price of $1.70 per share. The gross
proceeds of the offering do not include any proceeds to the Company from the future exercise of the pre-funded warrants issued in the
offering. The Company intends to use the proceeds from the offering for working capital, general corporate purposes, payments to a third-party
marketing agency for services related to marketing and advertising.
Spartan Capital Securities, LLC acted as the sole
placement agent in connection with the offering.
The offering was conducted pursuant to the Company’s
registration statement on Form F-1, as amended, (File No. 333-281218) initially filed with the Securities and Exchange Commission (the
“SEC”) on August 2, 2024, and declared effective by the SEC on August 13, 2024. A final prospectus relating to the offering
has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus relating
to this offering may be obtained from Spartan Capital Securities, LLC, at 45 Broadway, 19th Floor, New York, NY 10006.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Siyata Mobile
Siyata Mobile Inc.
is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT
handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of
choice, to increase situational awareness and save lives. Police, fire and ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories today.
In support of our Push-to-Talk
handsets and accessories, Siyata also offers enterprise-grade In-Vehicle solutions and Cellular Booster systems enabling our customers
to communicate effectively when they are in their vehicles, and even in areas where the cellular signal is weak.
Siyata sells its portfolio
through leading North American cellular carriers, and through international cellular carriers and distributors.
Siyata’s common shares
trade on the Nasdaq under the symbol “SYTA” and its previously issued warrants trade on the Nasdaq under the symbol “SYTAW.”
Visit siyatamobile.com and unidencellular.com to
learn more.
Investor Relations
(Canada):
Kin Communications
1-866-684-6730
SYTA@kincommunications.com
Investor Relations
(United States):
Brett Maas
Hayden IR
SYTA@Haydenir.com
646-536-7331
Siyata Mobile Corporate:
Glenn Kennedy, VP of International Sales
Siyata Mobile Inc.
glenn@siyata.net
Forward Looking
Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking
statements. Because such statements deal with future events and are based on Siyata’s current expectations, they are subject to various
risks and uncertainties, and actual results, performance, or achievements of Siyata could differ materially from those described in or
implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject
to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Siyata’s filings with the Securities
and Exchange Commission (“SEC”) and in subsequent filings with the SEC. Except as otherwise required by law, Siyata undertakes
no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. References and links to websites and social media have been provided as a
convenience, and the information contained on such websites or social media is not incorporated by reference into this press release.
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